Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof. (b) Except as expressly provided in this Agreement to the contrary, the Limited Partner shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 13 contracts
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP), Limited Partnership Agreement (National Credit & Guaranty CORP), Limited Partnership Agreement (National Credit & Guaranty CORP)
Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner Partners shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 6 contracts
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP), Limited Partnership Agreement (National Credit & Guaranty CORP), Limited Partnership Agreement (National Credit & Guaranty CORP)
Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 2 contracts
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP), Limited Partnership Agreement (National Credit & Guaranty CORP)
Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, ; the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner Partners shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner Partners shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP)
Dissolution of the Partnership. (a) Upon termination of the Partnership in is accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP)
Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner Partners shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner Partners shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Appears in 1 contract
Samples: Limited Partnership Agreement (National Credit & Guaranty CORP)